Pompey attacks an outnumbered Caesar. Vorenus and Pullo are stranded at sea. Atia continues to seek out Servilla's friendship in order to ensure her protection, while Octavia and Servilla's bond grows.

Lucius Vorenus and Titus Pullo wash ashore on a small cay, after their ship is lost at sea. Without water, food, or any sign of rescue, they are nearly resigned to their deaths, when Vorenus notices the corpses of their dead comrades floating. The two men fashion a raft using several bodies to float it, and paddle out to sea.

In Julius Caesar's camp, Mark Antony and a small contingent of soldiers have arrived, but the majority of the 13th Legion has been lost at sea. Pompey's army has Caesar pinned down, and outnumbers his forces 3 to 1. Grimly, Caesar and Antony decide they have no choice but to make what will probably be their last stand from where they are.

In Pompey's camp, his officers consider the war all but over. Pompey knows that they need only wait, and starvation and weariness will cause Caesar's troops to desert. However, as predicted by Caesar, the politicians in the camp, led by Cato the Younger, want a decisive victory and pressure Pompey to attack. Cato and Scipio urge Pompey to crush Caesar in a final battle, reminding him of his reputation as a war hero. Pompey eventually gives in and agrees to attack Caesar.

In the ensuing battle, Caesar's forces inflict a devastating defeat on Pompey. Caesar, exhausted, staggers back into his tent and instructs Posca to send word of his victory to Rome, before collapsing.

In Pompey's camp, Cato and Scipio resolve to retreat to Africa and continue the war from there, although Brutus wearily remarks that they are "running out of continents" to flee to. Sick of fighting and the constant retreats, Cicero and Brutus both declare their intentions to surrender to Caesar and beg for his mercy. "I'm not afraid to die," Cicero declares, "I'm tired, and I want to go home."

After they have left, Pompey consults with Scipio and Cato, and the three decide not to travel together. While the former make their way to Africa, Pompey makes his way with his wife and children to Amphipolis, posing as a traveling merchant.
In Caesar's camp, Cicero and Brutus are welcomed back with open arms by an ebullient Caesar. Befuddled, they remind him they are enemy combatants, but he will have none of it: "We are old friends, who have merely quarrelled." He invites them to share the table with the rest of his staff, who are busy celebrating the victory. Caesar is also overjoyed by their news that Pompey has survived Pharsalus, though disheartened to learn his old friend turned bitter enemy has no intention of surrendering.

When they reach the coast, Pompey's children come across Vorenus and Pullo washed ashore. Pullo and Vorenus recognize Pompey, though they conceal it. Pompey's party takes them in and gives them shelter and food.

Out of Pompey's earshot, the leader of his escort tries to recruit Vorenus and Pullo to help overpower Pompey's guards and take the family prisoner, promising a share of the rich reward Caesar will no doubt offer. Pullo is all for the suggestion, but Vorenus rejects it as dishonorable. The guide tries to ambush Vorenus, and Vorenus stabs him through the throat, alerting Pompey. Vorenus informs Pompey that he and his family are now officially prisoners of the 13th Legion.

In private, Pompey admits to Vorenus who he is. He tells an interested Vorenus how he was defeated at Pharsalus, then tearfully pleads that his family be allowed to make their way to freedom. Taking pity on the old man, Vorenus lets his party go, over Pullo's objections.

Pullo and Vorenus make their way back to Caesar's camp. Caesar is furious that Vorenus let Pompey go, but surprises Antony by letting Vorenus off with only a reprimand. When Antony argues Vorenus should be executed for such an error, Caesar explains that he believes Vorenus and Pullo are being protected by powerful gods, having recovered his missing Eagle in Gaul, stumbled upon a wagon full of treasury gold, survived a shipwreck that drowned the rest of their legion, and then found Pompey on a beach. He will not kill men "with such powerful friends."

In Rome, at Atia's urging and Servilia's invitation, Octavia has continued to visit Servilia's house. At first, Octavia is the supplicant, begging on her mother's behalf for help in keeping their house safe when the news of Caesar's defeat reaches Rome. But their positions are abruptly reversed when the news arrives that Caesar has triumphed, and Brutus's whereabouts are unknown. Servilia collapses with tears. Octavia comforts her, and then kisses her. The two women are later shown lying in bed together.

Pompey's party makes its way from Amphipoli to Alexandria in Egypt, confident of a warm welcome from the reigning king, Ptolemy XIII. While Cornelia and his children watch from their boat, Pompey is rowed ashore, where he is greeted by an ex-comrade from Spain, Lucius Septimius, now serving as a mercenary in the Egyptian army. Pompey reaches out to shake Septimius's hand, but Septimius seizes his arm and stabs him in the chest, sadly stating he is acting under orders. While Cornelia shields the children's eyes, she watches in horror as Septimius beheads Pompey and lets his corpse topple into the water.

Octavia is seen early in the episode feeding a parrot, which were very common pets in Ancient Rome.

This episode features the Battle of Pharsalus, which was a decisive battle of Caesar's Civil War.

On the beach, Septimius jokes with Pompey about needing to "earn one's salt." This modern expression originated with the Romans (according to Pliny The Elder), salt was actually used as a form of currency used to pay soldiers. In fact, the word "salary," is derived from the Latin word salarium, which in turn is derived from the Latin word for salt.

The last scene is based on Plutarch's Life of Pompey, which stated that Pompey was ambushed on the beach at Alexandria by members of the Egyptian King's bodyguard, including former centurion Lucius Septimius.

The Newsreader: News from Greece! Mark Antony is safe but most of the ships in his fleet sent in aid of Gaius Julius Caesar have been lost at sea. Caesar is now surrounded and severely outnumbered. The forces of the Republic and Senate and of Pompey Magnus confidently expect a decisive victory to follow shortly.

Caesar: Our men must win or die. Pompey's men have... other options.

[Posca prepares to shave Caesar]

Caesar: Try to avoid bloodshed this time.

Posca: Wait a while, and Pompey can shave you instead.

[Cicero announces his intention to surrender]

Scipio: Caesar will kill you.

Cicero: That may be. I'm not afraid to die. I'm tired. I want to go home.

Pompey: Lucius Vorenus, I must speak with you alone. Of course I do not say I am who you think I am, but I have spent some years in the army, perhaps we met on some campaign or other. Perhaps that's why I seem familiar.

Vorenus: Perhaps.

Pompey: I recall the 13th was at Alesia.

Vorenus: We were.

Pompey: There's a battle I've always wished to have seen. 25 miles of works, wasn't it?

Vorenus: Nearer 30.

Pompey: 30? How many men did you have?

Vorenus: 60,000.

Pompey: Against what..almost double the Gauls?

Vorenus: At least double. The best men of every tribe in Gaul.

Pompey: Ah...Caesar can fight! I'll give him that. I remember when he was not much older than you. I sent him to winter quarters in...Oh where was it?...Ah, no matter. Long time gone.

Vorenus: I must ask you sir, how did you come to this road? Surely, Pompey had Caesar at greater disadvantage.

Pompey: He did...he did. It didn't seem possible to lose. That's always a bad sign. That battlefield was on a plain by a river, on the foot of some low hills. Like this, you see. The lines met here. My men held their ground well, so I sent my horses at his right flank. Which is perfectly correct, you'd agree?

Vorenus: I do.

Pompey: Only the cowards were repulsed. Repulsed by a single cohort of reserves. Turned and fled, 200 horses crashed directly into my left flank. Rolled up my line like a carpet. Put the whole damned army to flight. And here I am. That's how Pompey Magnus was defeated. That's how the Republic died.

Vorenus: Good night, sir.

Pompey: Wait. I will not...I will not ask a favor or ask for mercy for myself, but I beg you...consider the fate of my wife and children. Let me take them to Egypt where they will be safe among friends. Consider them.

Vorenus: His hands trembled, sir. His clothes were dirty, there was water in his eyes -- he is broken. I saw no need to apprehend him. I'd like to add that Legionary Pullo took no part in my decision, sir.

Caesar: You saw "no need." Do you not see that Pompey may be broken like a Dacian catamite and still be dangerous?! If he is still living, he will be a standard around which our enemies will gather. As long as he can propped on a horse, he's dangerous! But you saw no need to apprehend him?!

Vorenus: I did not, sir.

Caesar: [furious] And who by the Sons of Dis gives you the right to make such judgement?!

Vorenus: Sir, I am aware I have not done my duty and I respectfully ask your pardon.

Caesar: My pardon, he asks. I ought to have you scourged and crucified! [long pause] In future, you will remember that it is I that offers mercy. No one else. Dismissed. [Vorenus and Pullo leave]

Mark Antony: I don't like to disagree with you, but you're being far too lenient with him. He let Pompey go and you let him live?! The man should be an example of!

Caesar: Any other man, certainly. But those two, they found my stolen standard, now they survive a wreck that drowned an army and find Pompey Magnus on a beach. They have powerful gods on their side and I will not kill any man with friends of that sort.